Citicode shareholders approve RTO of Livingstone Health Holdings

The company will also transfer its listing status from the SGX Mainboard to the Catalist Board.

Shareholders of engineering solutions provider Citicode Ltd have approved the reverse takeover (RTO) of healthcare specialist Livingstone Health Holdings as well as the transfer of the company’s shares from the SGX Mainboard to the Catalist Board, the company announced.

Prior to the RTO, Citicode shares will first be consolidated on a 500-to-one basis, reducing its issued share base to approximately 82.6 million new consolidated shares from approximately 41.3 billion shares. After the RTO, Citicode share base will immediately be enlarged to approximately 315.9 million and up to 433.4 million by FY22 upon issuance of base consideration shares and deferred consideration shares.

The reverse acquisition of Livingstone Health will be satisfied by a base and deferred consideration of $47m and up to $25m, respectively, of which up to $2m and up to $1.5m, respectively, will be in cash. New shares will be issued at $0.20 per consolidated share. Trading of the company’s shares post-consolidation will resume at 9:00am on 8 February.

The announcement also said that voluntary trading suspension of Citicode shares is expected to start on 2 February 2021 to facilitate the expected completion of the RTO on 5 February 2021. The vendors comprising senior management and key doctors of Livingstone Health Holdings are said to be the new controlling shareholders of the company.

The pro forma revenue and pro forma adjusted net profit after tax of Livingstone Health were $14.3m and $3.2m, respectively, for the financial year ended 31 December 2019. Unaudited revenue and net profit for the six months ended 30 June 2020 were $6.5m and $0.9m, respectively.

Livingstone Health Holdings has 15 medical doctors practising at 12 medical clinics and one medical spa located at various Singapore locations. It offers tertiary healthcare services such as aesthetics and wellness, anaesthesiology and pain management, internal medicine, orthopaedic surgery, and primary healthcare service such as family medicine, as well as other paramedical products and services including physiotherapy